PERCEPTRON,
INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Michigan
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0-20206
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38-2381442
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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47827
Halyard Drive, Plymouth,
MI
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48170-2461
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed
Since Last Report)
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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· |
The
Amendment changes the “Final Expiration Date,” as defined in Section 7(a)
of the Rights Agreement, from March 23, 2008 to March 23, 2018.
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· |
The
Amendment changes the purchase price payable upon exercise of the
Rights
contained in Section 7(b) of the Rights Agreement from $135.00 per
one
one-hundredth of a share of the Company’s Series A Preferred Stock to
$73.00 per one one-hundredth of a share of the Company’s Series A
Preferred Stock. The Rights are not exercisable until the occurrence
of
the Distribution Date and such exercise is subject to the other
requirements of the Rights
Agreement.
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· |
The
Amendment modifies the flip-in provision contained in Section 11(a)(ii)(B)
of the Rights Agreement so that it is triggered upon a person becoming
an
Acquiring Person, rather than the separate fifteen percent beneficial
owner concept previously used.
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· |
The
Amendment clarifies, in Section 11(a)(ii)(B) of the Rights Agreement,
that, for a tender offer or exchange offer for all outstanding shares
of
Common Stock of the Company to constitute a Permitted Offer, the
determination by a majority of the Continuing Directors that the
offer is
at a price and on terms that is fair to shareholders, and otherwise
in the
best interests of the Company and its shareholder, must be made prior
to
the consummation of the Permitted Offer.
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· |
The
Amendment modifies the redemption provision in Section 23(a) and
(b) of
the Rights Agreement to provide that the Board’s right to redeem the
Rights expires once a Person becomes an Acquiring Person, rather
than ten
business days after the Shares Acquisition Date as previously provided.
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4.13
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Amendment
to Rights Agreement, dated as of March 17, 2008, between Perceptron,
Inc.
and American Stock Transfer & Trust Company, as Rights Agent (filed as
Exhibit 3 to the Company’s Form 8-A/A filed on March 20, 2008, and
incorporated herein by reference).
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PERCEPTRON, INC | ||
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Date: March 20, 2008 | By: | /s/ David W. Geiss |
David
W. Geiss
Vice
President and General
Counsel
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